CM-2019-0391 - 12/13/2019TRADEMARK USAGE AGREEMENT
WITH
HAUTE, LLC
DBA "MERCANTILE ON MAIN"
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
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This Trademark Usage Agreement (the "Agreement") is effective on the day of
tr , 2019, and is entered into by the CITY OF ROUND ROCK, a Texas home -
rule municipality, whose offices are located at 221 East Main Street, Round Rock (referred to
herein as the "City"), and HAUTE, LLC, a Texas limited liability company, dba "Mercantile
On Main," located at 109 East Main Street, Round Rock, Texas 78664 (referred to herein as
the "Licensor")
RECITALS:
WHEREAS, Licensee desires to have one of the City's trademark(s) and/or logo(s)
(collectively the "Marks") placed upon items for retail sale by the Licensee for purchase at
Licensee's retail store located at 109 East Main Street, Round Rock, Texas (the "retail store");
and
WHEREAS, the City desires to grant Licensee a limited -use license to the specified
Marks for this sole purpose;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 LICENSEE'S USE CITY'S MARKS
City hereby grants Licensee the non-exclusive and non -transferable right and license
(without any power to sub -license) to use only the City's Marks set forth in substantially
the same form as set forth in Exhibit "A," attached hereto and incorporated herein, on
items for retail sale at Licensee's retail store. The Marks shall not be used for any other
purposes. Licensee hereby acknowledges the City's exclusive right, title and interest in and
to the Marks and shall not do any act which impairs the same. Licensee shall not represent that
Licensee has any ownership or other rights in the Marks
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and shall acknowledge that the use of the Marks will not create in Licensee's favor any right,
title or interest in or to the Marks.
2.01 CITY'S OWNERSHIP OF MARKS
The City represents that it has the exclusive right, title and interest in and to all Marks
and has the full power and authority to grant the Licensee the license described in Section 1.01
herein. Such grant does not require the consent of any other person or entity.
3.01 CITY APPROVAL
City shall approve all items with the Marks for sale at the retail store. City's designated
representative for this Agreement shall be:
Nancy Yawn
Convention and Visitors Bureau Director
231 East Main Street, Suite 150
Round Rock, Texas 78664
4.01 EFFECTIVE DATE, TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be for twenty-four (24) months from the effective date
hereof.
5.01 MISCELLANEOUS
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of the State of
Texas. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
[Signatures on the following page.]
IN WITNESS WHEREOF, City and Licensee have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By
Pri
Tit
Da'
Attest:
By: r
Sara L. White, City Clerk
ForCity, p ved as to Far :
By.
Stephan -Ij Sheets, City Attorney
Haute, LLC
A
Exhibit A
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City of Round Rock
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TEXAS
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement to have City's trademark usage placed
upon items for retail sale at Licensee's retail store located at 109 Fast Main
Street, Round Rock, TX 78664.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/13/2019
Dept Director: Chad McKenzie, SMT
Cost: $0.00
Indexes:
Attachments: Haute LLC dba Mercantile on Main CMAF, Trademark Use Agreement Not
Signed
Department: Sports Management and Tourism
Text of Legislative File CM -2019-0391
This Agreement is to grant permission to Haute, LLC dba "Mercantile On Main" for the use of
Sports Management & Tourism trademark logo'Go Round Rock' on their merchandise for
retail purposes.
City of Round Rock Page 1 Printed on 12/13/2019